[TIAA LOGO] Teacher Insurance and Annuity Association
730 Third Avenue
New York, New York 10017-3206
212 490-9000
April 18, 1997
Board of Trustees of
Teachers Insurance and Annuity Association
730 Third Avenue
New York, New York 10017-3206
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration
Statement on Form S-1 (File No. 333-22809) (the "Registration Statement") of the
TIAA Real Estate Account (the "Account") being filed with the Securities and
Exchange Commission under the Securities Act of 1933. Interests in the Account
are offered through endorsements to certain individual, group and tax-deferred
annuity contracts and through income-paying contracts (collectively, the
"Contracts") issued by Teachers Insurance and Annuity Association of America
("TIAA").
I have examined the Charter, Bylaws and other corporate records
of TIAA, including TIAA's Plan of Operations for Separate Account Business, and
other organizational records of the Account, and the relevant statutes and
regulations of the State of New York. On the basis of such examination, it is my
opinion that:
1. TIAA is a nonprofit life insurance company duly organized
and validly existing under the laws of the State of New
York.
2. The Account is a "separate account" of TIAA within the
meaning of Section 4240 of the New York Insurance Law, duly
established by a resolution of TIAA's Board of Trustees and
validly existing under the laws of the State of New York.
3. The Contracts have been duly authorized by TIAA and, when
issued as contemplated by the Registration Statement,
constitute legal, validly issued and binding obligations of
TIAA enforceable in accordance with their terms.
April 18, 1997
Page -2-
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and to the reference to my name under the heading "Legal
Matters" in the Registration Statement.
Sincerely,
/s/ Charles H. Stamm
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Charles H. Stamm
Executive Vice President
and General Counsel